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Filing Details

Accession Number:: 0000902664-17-001904
Form Type:: 13D Filing
Publication Date:: 2017-04-07 17:05:22

Filed By:: Eminence Capital
Company:: Tailored Brands Inc (NYSE:TLRD)
Filing Date:: 2017-04-07
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Eminence Capital	0	7,253,578	0	7,253,578	7,253,578	14.9%
Eminence GP	0	5,669,266	0	5,669,266	5,669,266	11.6%
Ricky C. Sandler	3,100	7,253,578	3,100	7,253,578	7,256,678	14.9%

Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 13)*

Tailored Brands, Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

87403A107
(CUSIP Number)


Marc Weingarten Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 6, 2017
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

(Page 1 of 7 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAME OF REPORTING PERSON Eminence Capital, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 7,253,578 shares of Common Stock
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 7,253,578 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 7,253,578 shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9%
14	TYPE OF REPORTING PERSON IA; PN

1	NAME OF REPORTING PERSON Eminence GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 5,669,266 shares of Common Stock
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 5,669,266 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,669,266 shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.6%
14	TYPE OF REPORTING PERSON OO

1	NAME OF REPORTING PERSON Ricky C. Sandler
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 3,100 shares of Common Stock
	8	SHARED VOTING POWER 7,253,578 shares of Common Stock
	9	SOLE DISPOSITIVE POWER 3,100 shares of Common Stock
	10	SHARED DISPOSITIVE POWER 7,253,578 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 7,256,678 shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9%
14	TYPE OF REPORTING PERSON IN

This Amendment No. 13 (“Amendment No. 13”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2013 (as amended, the “Schedule 13D”) with respect to the shares of common stock, $0.01 par value, of The Men's Wearhouse, Inc., the predecessor of Tailored Brands, Inc., a Texas corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined in this Amendment No. 13 have the meanings set forth in the Schedule 13D. This Amendment No. 13 amends Items 4 and 5 as set forth below.

Item 4.

PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

On April 6, 2017, Mr. Sandler informed the Issuer that he would not stand for election as a director of the Issuer at the 2017 Annual Meeting of Shareholders as a result of the significant demands on his time relating to Eminence’s other portfolio investments and his executive obligations. As such, the Reporting Persons are no longer subject to the Issuer’s insider trading policy. Mr. Sandler’s decision was not related to any disagreement or dispute with the Issuer.

Item 5.	INTEREST IN SECURITIES OF THE ISSUER

	Paragraphs (a)-(b) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:

	(a) The aggregate number and percentage of shares of Common Stock to which this Schedule 13D relates is 7,256,678 shares of Common Stock, constituting approximately 14.9% of the Issuer's currently outstanding Common Stock. The aggregate number and percentage of shares of Common Stock reported herein are based upon the 48,783,700 shares of Common Stock outstanding as of March 17, 2017, as reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended January 28, 2017 filed with the SEC on March 24, 2017.

	(b)

(i)	Eminence Capital:
	(a)	As of the date hereof, Eminence Capital may be deemed the beneficial owner of 7,253,578 shares of Common Stock.
		Percentage: Approximately 14.9% as of the date hereof.

		(b)	1. Sole power to vote or direct vote: 0
			2. Shared power to vote or direct vote: 7,253,578 shares of Common Stock
			3. Sole power to dispose or direct the disposition: 0
			4. Shared power to dispose or direct the disposition: 7,253,578 shares of Common Stock

(ii)	Eminence GP:
	(a)	As of the date hereof, Eminence GP may be deemed the beneficial owner of 5,669,266 shares of Common Stock.
		Percentage: Approximately 11.6% as of the date hereof.

		(b)	1. Sole power to vote or direct vote: 0
			2. Shared power to vote or direct vote: 5,669,266 shares of Common Stock
			3. Sole power to dispose or direct the disposition: 0
			4. Shared power to dispose or direct the disposition: 5,669,266 shares of Common Stock

(iii)	Mr. Sandler:
	(a)	As of the date hereof, Mr. Sandler may be deemed the beneficial owner of 7,256,678 shares of Common Stock.
		Percentage: Approximately 14.9% as of the date hereof.

(b)

1. Sole power to vote or direct vote: 3,100 shares of Common Stock

2. Shared power to vote or direct vote: 7,253,578 shares of Common Stock

3. Sole power to dispose or direct the disposition: 3,100 shares of Common Stock

4. Shared power to dispose or direct the disposition: 7,253,578 shares of Common Stock

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: April 7, 2017

	/s/ Ricky C. Sandler
	Ricky C. Sandler, individually; as
	Managing Member of Eminence Capital GP, LLC, the General Partner of Eminence Capital, LP;
	and as Managing Member of Eminence GP, LLC